Bidder's Statement - Part 2

BHP Billiton Limited 21 March 2005 PART 2 11. THE BHP BILLITON GROUP 11.1 Overview of the BHP Billiton Group The BHP Billiton Group was created through the Dual Listed Companies (DLC) merger on 29 June 2001 of BHP Limited (now BHP Billiton Limited) and Billiton Plc (now BHP Billiton Plc). BHP Billiton Limited and BHP Billiton Plc continue to exist as separate companies but operate on a combined basis and are run by a unified management team. Shareholders in each company have equivalent economic and voting rights in the BHP Billiton Group as a whole. The global headquarters of the BHP Billiton Group are located in Melbourne, Australia. The DLC structure maintains pre-existing primary listings on ASX (through BHP Billiton Limited) and the London Stock Exchange (through BHP Billiton Plc) along with a secondary listing on the Johannesburg Stock Exchange (through BHP Billiton Plc) and ADR listings on the New York Stock Exchange. The BHP Billiton Group is the world's largest diversified resources group. It holds industry leader or near industry leader positions in major commodity businesses including aluminium, energy coal and metallurgical coal, copper, ferro-alloys, iron ore, silver, lead and titanium minerals, and has substantial interests in oil, gas, liquefied natural gas, nickel, diamonds and zinc. The BHP Billiton Group has created twin marketing hubs, in Singapore and The Hague, to ensure innovative customer solutions and superior customer service. BHP Billiton has 35,000 employees working in more than 100 operations in approximately 20 countries. 11.2 Where to find further information on the BHP Billiton Group Further information about the BHP Billiton Group can be found at www.bhpbilliton.com. In addition, information on the BHP Billiton Group can be found on ASX's website at www.asx.com.au. 12. REASONS FOR THE ACQUISITION BHP Billiton expects that the acquisition of WMC Resources will provide a number of benefits. These include the following: â€¢ WMC Resources' nickel business comprises an outstanding set of assets, in terms of operating capability, country risk, scale and environmental standards, which will complement BHP Billiton's existing nickel business. The combined business will have a range of operations, products and technologies that will provide a robust and flexible platform for further growth. â€¢ BHP Billiton will have operating control of two of the world's four largest copper deposits. BHP Billiton's track record in developing and operating Escondida, the world's largest copper mine, ideally equips it to maximise the value of the large, long-life Olympic Dam resource base. Olympic Dam is the world's fourth largest copper resource and one of the world's 10 largest gold deposits. â€¢ The acquisition of WMC Resources will establish BHP Billiton as a major producer of uranium with the largest resource base in the world. Uranium is an important energy source in an increasingly energy intensive world. Not only is this valuable on a stand-alone basis but it complements BHP Billiton's existing energy portfolio of oil, gas and coal. â€¢ The inclusion of WMC Resources' businesses and opportunities in BHP Billiton's portfolio enhances its options to develop the production necessary to supply raw materials to high growth markets in the decades ahead. â€¢ BHP Billiton is best placed to maximise synergies in the nickel and copper business, marketing and other corporate functions. BHP Billiton will eliminate duplicate functions by using the proven systems and processes that were successfully used following the BHP Billiton merger in 2001. The annual corporate cost efficiencies are estimated to total A$115 million (US$91 million), with a one-time cost of A$120 million (US$95 million). PART E - AUSTRALIAN TAX CONSEQUENCES 13. AUSTRALIAN TAX IMPLICATIONS FOR WMC RESOURCES SHAREHOLDERS The following is a general description of the Australian income and capital gains tax consequences for shareholders on disposing of their WMC Resources Shares, in return for cash consideration. The comments set out below are relevant to WMC Resources shareholders who hold their WMC Resources Shares as capital assets for the purpose of investment and who do not (and would not) hold those shares in connection with the conduct of a business or under an Employee Share Scheme. These comments relate to WMC Resources Shares, and not to options or other rights held over WMC Resources Shares. Certain WMC Resources shareholders, such as those engaged in a business of trading or investment, those who acquired their WMC Resources Shares for the purpose of resale at a profit or those which are banks, insurance companies or superannuation funds, will or may be subject to special or different tax consequences peculiar to their circumstances. WMC Resources shareholders who are not resident in Australia for tax purposes should also take into account the tax consequences, under the laws of their country of residence, as well as under Australian law. The following is based upon taxation law and practice in effect at the date of this Bidder's Statement. It is not intended to be an authoritative or complete analysis of the taxation laws of Australia, as they apply to the specific circumstances of any particular shareholder. Each shareholder is advised to seek independent professional advice regarding the Australian tax consequences of disposing of their WMC Resources Shares according to their own particular circumstances. 14. SHAREHOLDERS WHO ARE AUSTRALIAN RESIDENTS The disposal of WMC Resources Shares which were acquired or are deemed to have been acquired on or after 20 September 1985 and which are held on capital account, will generally have Australian capital gains tax (CGT) implications. The disposal of such WMC Resources Shares pursuant to the Offer will constitute a CGT event for CGT purposes. The time of the CGT event will be the time at which the condition in clause 5.1(b) is satisfied, unless that condition is satisfied before your acceptance of the Offer in which case the time of the CGT event will be the time you accept the Offer. The latest of these times is referred to below as 'Effective Acceptance'. The CGT implications of a disposal of WMC Resources Shares pursuant to the acceptance of the Offer will depend upon a number of factors, including whether the WMC Resources Shares were acquired by shareholders under the Demerger and, if so, whether or not shareholders choose or have chosen CGT rollover relief in respect of the WMC Resources Shares they acquired as a result of the Demerger (CGT Demerger Relief). (a) WMC Resources Shares acquired under the Demerger - CGT Demerger Relief chosen If a shareholder chooses or has chosen CGT Demerger Relief in respect of WMC Resources Shares acquired under the Demerger: (i) the shareholder is taken to have acquired WMC Resources Shares: (A) before 20 September 1985, if the WMC Resources Parent Shares to which the WMC Resources Shares are attributable were acquired or deemed to be acquired before 20 September 1985; and (B) on or after 20 September 1985, if the WMC Resources Parent Shares to which the WMC Resources Shares are attributable were acquired on or after 20 September 1985; (ii) the cost base for CGT purposes of the WMC Resources Shares is a reasonable proportion of the cost base of the WMC Resources Parent Shares held before the Demerger. WMC Resources shareholders must base their apportionment on the actual market values of WMC Resources Parent Shares and WMC Resources Shares just after the Demerger, or an anticipated reasonable approximation of those market values. This is consistent with the Australian Tax Office's public ruling in relation to the demerger of the WMC Resources Parent Shares, Class Ruling CR 2002/81, issued on 13 November 2002 as amended by addenda dated 4 December 2002 and 12 December 2002. â€¢ Pre-CGT Shareholdings There should be no CGT implications arising on disposal of the WMC Resources Shares, where the WMC Resources Shares are held on capital account and deemed to have been acquired before 20 September 1985. â€¢ Post-CGT Shareholdings For WMC Resources Shares acquired under the Demerger that are attributable to WMC Resources Parent Shares acquired on or after 20 September 1985, a capital gain or loss will arise depending on the difference between: â€¢ the value of the capital proceeds (the cash received); and â€¢ the cost base, indexed cost base or reduced cost base of the WMC Resources Shares, worked out in accordance with the above basis of apportionment. â€¢ Calculating the capital gain or loss on WMC Resources Shares acquired under the Demerger The method of calculating the capital gain or loss depends on whether the shareholder is an individual, company, trust or superannuation fund, the period of time the WMC Resources Shares have been held (or are deemed to have been held (see below)), and when the shareholder originally acquired the WMC Resources Parent Shares (as WMC Limited shares) to which WMC Resources Shares acquired under the Demerger are attributable (relevant WMC Resources Parent Shares). If the relevant WMC Resources Parent Shares were acquired before 21 September 1999 but on or after 20 September 1985), the shareholder can choose to index the cost base of WMC Resources Shares acquired under the Demerger attributable to them. Indexation is calculated by reference to changes in the Consumer Price Index from the calendar quarter in which the WMC Resources Parent Shares were acquired until the calendar quarter ended 30 September 1999. Relevant shareholders who acquired WMC Resources Parent Shares on or after 21 September 1999, or who acquired WMC Resources Parent Shares before 21 September 1999 (but on or after 20 September 1985) and did not choose to index the cost base in the manner described above, may claim a CGT discount in calculating the amount of the capital gain, in the circumstances described below. Subject to the special provisions which apply to listed investment companies (and which are not described in this section), companies are not entitled to this CGT discount. An individual, trustee of a trust or complying superannuation entity may choose to claim a CGT discount if the shareholder has held or is deemed to have held the WMC Resources Shares for a least 12 months. In determining whether a shareholder has held WMC Resources Shares acquired under the Demerger for at least 12 months, where the CGT Demerger Relief is or has been chosen, the shares will be deemed to have been acquired by the shareholder at the time when the relevant WMC Resources Parent Shares were acquired (as WMC Limited shares). Where a shareholder is an individual, trust or complying superannuation fund that is deemed to have held WMC Resources Shares for 12 months or longer at the time of Effective Acceptance, the discount capital gain provisions should apply. This means that: â€¢ if the shareholder is an individual, only one-half of the capital gain (without any allowance for indexation for inflation in the cost base of the WMC Resources Shares) will be taxable; or â€¢ if the shareholder is a complying superannuation fund, only two-thirds of the capital gain (without any allowance for indexation for inflation in the cost base of the WMC Resources Shares) will be taxable. The methodology for trusts is more complex and has not been described in this section. Trustees should obtain specific tax advice in this regard. Any available capital loss of the shareholder will be applied to reduce the realised nominal gain before multiplying the resulting net amount by one-half or two-thirds (as the case may be) to calculate the discounted capital gain that is assessable. A capital loss may be used to offset capital gains derived in the same or subsequent years of income (subject to satisfying certain conditions), but cannot be offset against ordinary income, and cannot be carried back to offset capital gains arising in earlier income years. (b) WMC Resources Shares acquired under the Demerger - CGT Demerger Relief not chosen A shareholder who acquired WMC Resources Shares under the Demerger but who does not choose or has not chosen CGT Demerger Relief will be treated as having acquired the WMC Resources Shares as at the date of the Demerger. To the extent that the shareholder acquired the relevant WMC Resources Parent Shares before 20 September 1985, the WMC Resources Shares are treated as having been acquired for their market value as at the date of the Demerger. To the extent that the shareholder acquired the relevant WMC Resources Parent Shares on or after 20 September 1985, the cost base for CGT purposes of the WMC Resources Shares is a reasonable proportion of the cost base of the WMC Resources Parent Shares held before the Demerger. WMC Resources shareholders must base their apportionment on the actual market values of WMC Resources Parent Shares and WMC Resources Shares just after the Demerger, or an anticipated reasonable approximation of those market values. This is consistent with the Australian Tax Office's public ruling in relation to the demerger of the WMC Resources Parent Shares, Class Ruling CR 2002/81, issued on 13 November 2002 as amended by addenda dated 4 December 2002 and 12 December 2002. Where a shareholder who is an individual, trust or complying superannuation fund acquired the WMC Resources Shares under the Demerger and has held the WMC Resources Shares for 12 months or longer at the time of Effective Acceptance but who does not choose or has not chosen CGT Demerger Relief, the discount capital gain provisions should apply. This means that: (i) if the shareholder is an individual or trust, only one-half of the capital gain (without any allowance for indexation for inflation in the cost base of the WMC Resources Shares) will be taxable; or (ii) if the shareholder is a complying superannuation fund, only two-thirds of the capital gain (without any allowance for indexation for inflation in the cost base of the WMC Resources Shares) will be taxable. Any available capital loss of the shareholder will be applied to reduce the realised nominal gain before multiplying the resulting net amount by one-half or two-thirds (as the case may be) to calculate the discounted capital gain that is assessable. If the WMC Resources Shares acquired under the Demerger are owned by another category of shareholder (for example, a company), the discount capital gain method is not available. A capital gain on the WMC Resources Shares, being any excess of the value of the capital proceeds over the unindexed cost base of the WMC Resources Shares, will be assessable in full. (c) WMC Resources Shares acquired since the Demerger For a shareholder who acquired WMC Resources Shares since the Demerger (and has not held the shares for at least 12 months at the time of Effective Acceptance), a capital gain on the WMC Resources Shares (being any excess of the value of the capital proceeds over the cost base of the WMC Resources Shares) will be assessable in full. Where a shareholder who is an individual, trust or complying superannuation fund has held the WMC Resources Shares for 12 months or longer at the time of Effective Acceptance, the discount capital gain provisions should apply. This means that: (i) if the shareholder is an individual or trust, only one-half of the capital gain (without any allowance for indexation for inflation in the cost base of the WMC Resources Shares) will be taxable; or (ii) if the shareholder is a complying superannuation fund, only two-thirds of the capital gain (without any allowance for indexation for inflation in the cost base of the WMC Resources Shares) will be taxable. Any available capital loss of the shareholder will be applied to reduce the realised nominal gain before multiplying the resulting net amount by one-half or two-thirds (as applicable) to calculate the discounted capital gain that is assessable. If the WMC Resources Shares are owned by another category of shareholder (for example, a company), the discount capital gain method is not available. A capital gain on the WMC Resources Shares, being any excess of the value of the capital proceeds over the unindexed cost base of the WMC Resources Shares, will be assessable in full. 15. SHAREHOLDERS WHO ARE NOT AUSTRALIAN RESIDENTS A shareholder who is a non-resident of Australia and holds the WMC Resources Shares on capital account will not have a taxable capital gain in Australia if that shareholder (together with any associates) has not, at any time during the 5 years immediately preceding the disposal, owned 10 per cent or more of the issued share capital in WMC Resources. If this requirement is not satisfied, then Australian CGT will be applicable. 16. GST On the basis of current GST law, the disposal of WMC Resources Shares pursuant to the Offer would not be subject to GST, with the exception of GST payable on any brokerage charged by your Controlling Participant for carrying out your instructions under clause 3.2 of this Bidder's Statement. PART F - ADDITIONAL INFORMATION 17. BIDDER'S INTENTIONS 17.1 Introduction This clause 17 sets out BHP Billiton's intentions in respect of the businesses, assets and employees of WMC Resources on the basis of facts and information concerning WMC Resources which are known to it as at the date of this document. BHP Billiton Lonsdale's intentions are identical to the intentions of BHP Billiton as set out in this clause. 17.2 Acquisition of outstanding WMC Resources Shares and WMC Resources Options If, as a result of the Offers, BHP Billiton Lonsdale becomes entitled to acquire outstanding WMC Resources Shares compulsorily under Part 6A.1 of the Corporations Act, BHP Billiton Lonsdale presently intends to proceed with compulsory acquisition of those WMC Resources Shares and also any WMC Resources Shares which come into existence within the period of six weeks after BHP Billiton Lonsdale gives the compulsory acquisition notice (referred to in section 661B(1) of the Corporations Act) due to the exercise of WMC Resources Options. BHP Billiton Lonsdale then intends to procure that WMC Resources is removed from the Official List of ASX. If, as a result of the Offers, BHP Billiton Lonsdale becomes entitled to acquire compulsorily any WMC Resources Shares which come into existence after the period of six weeks after BHP Billiton Lonsdale gives the compulsory acquisition notice due to the exercise of WMC Resources Options under Part 6A.2 of the Corporations Act, BHP Billiton Lonsdale presently intends to proceed with the compulsory acquisitions of those WMC Resources Shares. BHP Billiton intends to seek to acquire outstanding WMC Resources Options, or to have WMC Resources procure the cancellation of the outstanding WMC Resources Options, at a price equal to the value of the underlying WMC Resources Shares at the price offered under the Offers, less the exercise price for those options. If, as a result of the Offers, BHP Billiton Lonsdale then becomes entitled to acquire any outstanding WMC Resources Options compulsorily under Part 6A.2 of the Corporations Act, BHP Billiton Lonsdale presently intends to proceed with the compulsory acquisition of those WMC Resources Options. 17.3 Intentions for WMC Resources as a wholly owned subsidiary The intentions of BHP Billiton, if WMC Resources becomes a wholly owned subsidiary, are set out in this clause 17.3. (a) Strategic review BHP Billiton intends to conduct a detailed review of WMC Resources' assets and operations to evaluate their performance, prospects and strategic relevance to BHP Billiton and seek to identify ways in which BHP Billiton can use its extensive resources and expertise to develop further WMC Resources' businesses. (b) Corporate and head office functions BHP Billiton intends to: (i) seek the resignation of the existing directors of WMC Resources and appoint nominees of BHP Billiton in their place; (ii) consolidate WMC Resources' corporate head office functions with those of BHP Billiton and close WMC Resources' corporate offices; and (iii)review opportunities to consolidate those offices principally supporting WMC Resources' operations and marketing activities with those of the relevant BHP Billiton Customer Sector Group (CSG). BHP Billiton will close those WMC Resources offices where the relevant services can be provided more efficiently using its existing resources. (c) Integration of WMC Resources operations In addition to the general evaluation and review process described above, BHP Billiton intends to pursue efficiencies which may be available to the WMC Resources operations as part of the BHP Billiton Group. These include: (i) sharing of infrastructure and technical, operational and project management expertise; (ii) seeking to renegotiate contracts for the supply of goods and services to the WMC Resources group to take advantage of BHP Billiton Group global procurement activities; (iii)consolidating WMC Resources' financing arrangements with those of BHP Billiton; and (iv) marketing WMC Resources products through BHP Billiton's customer focused marketing platform. Subject to BHP Billiton's strategic review of WMC Resources described above and the comments below, BHP Billiton intends to integrate WMC Resources' business units into BHP Billiton to the extent set out below and otherwise intends to continue to operate the WMC Resources businesses as they are currently conducted. Nickel WMC Resources' nickel operations will become part of the Stainless Steel Materials CSG that primarily services the stainless steel industry, supplying nickel and ferrochrome products. BHP Billiton intends to pursue opportunities for WMC Resources' nickel operations to share infrastructure and expertise with BHP Billiton's Ravensthorpe project in Western Australia. Most of the administrative and managerial functions of BHP Billiton's nickel operations are conducted from offices in Brisbane. WMC Resources' nickel operations are managed from Perth. These activities will be combined in a single office, the location of which will depend on the outcome of BHP Billiton's evaluation and review process. â€¢ Olympic Dam Olympic Dam will become part of the Base Metals CSG that provides base metal concentrates to customer smelters and copper cathodes to rod and brass mills and casting plants. The Base Metals CSG will evaluate the feasibility of a possible expansion of Olympic Dam into a combined open pit and underground operation. â€¢ Fertiliser WMC Resources' fertiliser operation will be reviewed to consider whether the business should be retained or divested. Subject to the outcome of BHP Billiton's review of the fertiliser operations, the present expectation is that this business will probably be sold. â€¢ Corridor Sands The Corridor Sands mineral sands project in Mozambique will become part of the Diamonds and Specialty Products CSG that includes BHP Billiton's 50 per cent interest in Richards Bay Minerals, a heavy mineral sands mine and smelter. â€¢ Exploration It is expected that WMC Resources' exploration programme will be combined with BHP Billiton's. This process will involve a review by BHP Billiton of the prospectivity of WMC Resources' exploration properties in the context of opportunities currently available to BHP Billiton to determine which should be developed further and which should be curtailed or divested. (d) Employees BHP Billiton expects that the rationalisation of WMC Resources' corporate head office functions will result in a substantial number of the employees currently required to support those functions being made redundant in compliance with all applicable regulatory requirements and their contractual rights. BHP Billiton does not expect that the integration will result in a significant number of redundancies at WMC Resources' operations. 17.4 Intentions for WMC Resources as a partly owned subsidiary This clause 17.4 sets out BHP Billiton's intentions if, following the close of the Offer, WMC Resources becomes a controlled entity but not a wholly owned subsidiary of BHP Billiton. (a) General intentions BHP Billiton intends to seek to implement, to the extent possible and appropriate, the steps mentioned in clause 17.3 above. (b) Restrictions The extent to which BHP Billiton will be able to implement these intentions will be subject to: (i) the law and the ASX Listing Rules, in particular in relation to related party transactions and conflicts of interests; (ii) the legal obligation of the directors of WMC Resources to act in the best interests of WMC Resources shareholders as a whole; and (iii)the outcome of the strategic review referred to in clause 17.3(a). Any transactions between members of the BHP Billiton Group and WMC Resources required to effect those steps will be entered into on arm's length terms. BHP Billiton will seek any necessary approval of other WMC Resources shareholders, as required by law, to implement those steps. (c) Specific intentions BHP Billiton also intends, in the circumstances described in this clause 17.4 to: (i) maintain WMC Resources as a listed company, subject to satisfying ASX's requirements with respect to maintaining a sufficient spread of shareholders; (ii) replace some of the members of the Board of Directors of WMC Resources, including the Chairman, with nominees of BHP Billiton so that the number of BHP Billiton's nominees is approximately proportionate to BHP Billiton's holding of WMC Resources shares; and (iii)review WMC Resources' overall capital management (including dividend policy) to ensure it is appropriate, having regard to any capital funding requirements of WMC Resources identified in BHP Billiton's strategic review. 17.5 Other Intentions Except as described above (including in clause 17.3(d)), it is the intention of BHP Billiton, on the basis of the facts and information concerning WMC Resources which are known to it at the date of this Bidder's Statement, that the present employees of WMC Resources will continue to be employed by WMC Resources. In addition, except as described above, it is the intention of BHP Billiton, on the basis of the facts and information concerning WMC Resources which are known to it at the date of this Bidder's Statement, that: (a) the businesses of WMC Resources will be continued in substantially the same manner as they are presently being conducted; (b) no major changes will be made to the businesses of WMC Resources; and (c) there will not be any redeployment of the fixed assets of WMC Resources. 18. SOURCES OF CASH CONSIDERATION 18.1 Cash consideration The total amount that BHP Billiton Lonsdale would be required to pay for WMC Resources Shares if BHP Billiton Lonsdale acquires all of the WMC Resources Shares in which it (or its associates) do not already have a relevant interest, and assuming that none of the WMC Resources Options is exercised, is A$9,201,344,781. The total amount that BHP Billiton Lonsdale would be required to pay for WMC Resources Shares if BHP Billiton Lonsdale acquires all of the WMC Resources Shares in which it (or its associates) do not already have a relevant interest, and assuming that all of the WMC Resources Options in which it (or its associates) do not already have a relevant interest are exercised and BHP Billiton Lonsdale acquires all of the WMC Resources Shares issued as a result, is approximately A$9,250,131,447. 18.2 BHP Billiton commitment to fund BHP Billiton Lonsdale BHP Billiton Lonsdale will fund the cash consideration payable to shareholders using cash provided to it by a member or members of the BHP Billiton Group. BHP Billiton has unconditionally and irrevocably agreed with BHP Billiton Lonsdale to ensure that sufficient funds are provided to BHP Billiton Lonsdale to enable BHP Billiton Lonsdale to meet its payment obligations under the Offer. 18.3 Sources of BHP Billiton Group funds The funds to be provided by BHP Billiton to BHP Billiton Lonsdale described above will be sourced by BHP Billiton from a combination of: (a) drawdowns under a BHP Billiton Group committed bank facility (see below); (b) proceeds from the issue of debt securities under BHP Billiton Group capital markets programs (see below); and (c) drawdowns under new bank facilities to be arranged by the BHP Billiton Group (see below). BHP Billiton has not decided what proportion of the funds will be drawn from any of these funding sources. 18.4 Committed bank facility The BHP Billiton Group has, at the date of this Bidder's Statement, a committed undrawn bank facility available for general corporate purposes totalling US$2.0 billion with the financiers listed below. Each of the financiers participates equally in the facility. Provided certain conditions precedent are met, this facility is available for drawdown by certain members of the BHP Billiton Group, within periods of up to three business days after the giving of a drawdown notice. The obligations of the borrowers under this facility are guaranteed by BHP Billiton Limited and BHP Billiton Plc. BHP Billiton is able to satisfy any relevant conditions precedent in the facility and expects to continue to satisfy such conditions. The financiers under the facility are: (a) ABN AMRO Bank N.V., (b) Australian and New Zealand Banking Group Ltd; (c) Bank of America, N.A.; (d) Barclays Bank Plc; (e) BNP Paribas; (f) Citibank, N.A.; (g) Credit Suisse First Boston; (h) Deutsche Bank AG; (i) HSBC Bank Plc; (j) JPMorgan Chase Bank; (k) Mizuho Corporate Bank, Ltd; (l) National Australia Bank Limited; (m) RBC Finance B.V.; (n) Sumitomo Mitsui Banking Corporation Europe Limited; (o) The Bank of Tokyo-Mitsubishi, Ltd; (p) The Royal Bank of Scotland Plc; and (q) UBS Limited. 18.5 Capital markets programs The BHP Billiton Group has, at the date of this Bidder's Statement, a number of capital markets programs under which it may issue debt securities to assist funding the cash consideration payable to WMC Resources shareholders. These programs include: (a) A$2.0 billion commercial paper program allowing for the issue of commercial paper by a member of the BHP Billiton Group for general corporate purposes, and guaranteed by BHP Billiton Limited. No amount has been drawn under this program as at the date of this Bidder's Statement; and (b) US$2.0 billion commercial paper program allowing for the issue of commercial paper by certain members of the BHP Billiton Group for general corporate purposes, and guaranteed by BHP Billiton Limited and BHP Billiton Plc. No amount has been drawn under this program as at the date of this Bidder's Statement. BHP Billiton has not decided which of these capital markets programs, if any, it will use to issue debt securities. 18.6 Proposed new bank facilities In addition to the above facilities and programs, ABN AMRO Bank N.V., Bank of America, N.A., BNP Paribas, Citibank, N.A., Deutsche Bank AG London, and HSBC Bank Plc (Banks) have signed an underwriting commitment letter dated 17 March 2005 with BHP Billiton Limited (Commitment Letter), under which the Banks confirm that they will underwrite 100 per cent of certain new facilities totalling US$6.5 billion. The new facilities will be: (a) US$5.5 billion bank term facility, comprising a US$3 billion tranche repayable in 18 months (which may be extended for a further six months) and a US$2.5 billion tranche repayable in five years. The facility may be used to fund the Offer and for related purposes, or for any other purpose agreed with the lenders; and (b) US$1.0 billion bank revolving credit facility repayable in four and a half years which is available for general corporate purposes. The intention is to syndicate the above facilities to other relationship banks of BHP Billiton. However, successful syndication is not a condition precedent to funding under the facilities. The Commitment Letter included agreed forms of the facility documents. The facility documents are expected to be signed shortly and, in any event, before BHP Billiton Lonsdale becomes obliged to pay the consideration for WMC Resources Shares under clause 6 of the Offer. Aside from the differences in the terms of the new facilities noted above, the new facility documents are broadly similar to the existing bank facility referred to in clause 18.4 above. The obligations of the borrowers under these new facilities are guaranteed by BHP Billiton Limited and BHP Billiton Plc. BHP Billiton expects to be able to satisfy any relevant conditions precedent to funding in the new facilities. 19. INFORMATION ON SECURITIES IN WMC RESOURCES 19.1 Capital Structure of WMC Resources The following information on the securities in WMC Resources is based upon documents lodged by WMC Resources with ASX as at the date this Bidder's Statement is lodged with ASIC. (a) WMC Resources Shares WMC Resources is listed on the ASX and the New York Stock Exchange through American Depositary Receipts (ADRs). Each ADR represents four WMC Resources Shares. The Depositary is The Bank of New York. The total number of issued WMC Resources Shares is 1,172,145,832. (b) WMC Resources Options The total number of WMC Resources Options on issue which could be converted into WMC Resources Shares of an equivalent number is 6,214,862. 19.2 BHP Billiton Lonsdale relevant interest in WMC Resources securities The number of securities of each class in which BHP Billiton Lonsdale had a relevant interest in (as at the dates specified) is shown below: --------------------------------------------------------------------------- Class At date of this Bidder's At date first Offer Statement is sent --------------------------------------------------------------------------- WMC Resources Shares Nil Nil WMC Resources Options Nil Nil --------------------------------------------------------------------------- 19.3 BHP Billiton Lonsdale's voting power in WMC Resources BHP Billiton Lonsdale's voting power in WMC Resources (as at the dates specified) is shown below: At date of this Bidder's At date first Offer Statement is sent --------------------------------------------------------------------------- Voting power in WMC Resources Nil Nil --------------------------------------------------------------------------- 19.4 Acquisition by BHP Billiton Lonsdale of WMC Resources Shares during previous four months During the period beginning four months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of the Offer, neither BHP Billiton Lonsdale nor any associate of BHP Billiton Lonsdale has provided, or agreed to provide, consideration for a WMC Resources Share. 19.5 Inducing benefits given by BHP Billiton Lonsdale during previous four months Except as set out in this Bidder's Statement, during the period beginning four months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of the Offer, neither BHP Billiton Lonsdale nor any associate of BHP Billiton Lonsdale, gave, or offered to give or agreed to give a benefit to another person that is not available under the Offers and was likely to induce the other person, or an associate of the other person, to: (a) accept an Offer; or (b) dispose of WMC Resources Shares. 19.6 Economic exposure to WMC Resources Shares Between November 2004 and January 2005, BHP Billiton Limited, through one of its finance subsidiaries, BHP Billiton Finance Limited (BHP Billiton Finance), entered into a number of 'equity swap' contracts with Deutsche Bank AG, Sydney Branch (Deutsche Bank). These contracts provide BHP Billiton Finance with an economic exposure equivalent to 50,624,000 WMC Resources Shares (being approximately 4.32 per cent of the total number of issued WMC Resources Shares). Under those contracts, BHP Billiton Finance derives profits from increases, and incurs losses from decreases, in the market price of specified numbers of WMC Resources Shares from an initial price specified in each relevant contract (the calculation prices). The calculation prices were determined by reference to the prevailing market price for WMC Resources Shares at the time the relevant contracts were entered into, and are within a range of A$6.9411 to A$7.2000 with a volume weighted average of A$7.1288. BHP Billiton Finance is also credited with an amount equivalent to any distributions on the notional shares. The contracts require BHP Billiton Finance to pay commissions and other fees to Deutsche Bank (including a fee calculated by reference to an interest rate over the term of the contract). The contracts are entirely cash settled on termination and do not permit delivery of shares to BHP Billiton Finance (or any other BHP Billiton entity) to satisfy payment obligations. BHP Billiton Finance has no right to acquire, or control the acquisition or disposal of, any WMC Resources Shares under those contracts. 19.7 Deutsche Bank appointment By a release dated 7 March 2005, BHP Billiton announced to the London Stock Exchange and ASX that following market speculation, BHP Billiton confirmed it had appointed Deutsche Bank AG to assess the feasibility of acquiring a stake in WMC Resources. Subsequently on 8 March 2005, BHP Billiton announced to the London Stock Exchange and ASX that a decision was made not to acquire any shares. 20. OTHER MATERIAL INFORMATION 20.1 Conditions The conditions of the Offer are set out in clause 5.1. Further details on some of these conditions are set out below. BHP Billiton Lonsdale will use all reasonable endeavours to ensure the conditions contained in paragraphs 5.1(b) to 5.1(e) are satisfied as soon as possible after the date of this Bidder's Statement. (a) Minimum Acceptance Condition The Offer is subject to a 90 per cent minimum acceptance condition. BHP Billiton Lonsdale will not waive the 90 per cent minimum acceptance condition unless it considers that it is in BHP Billiton's best interest to do so at the relevant time. (b) FIRB BHP Billiton Lonsdale is a foreign person for the purposes of the FATA as a result of being a member of the BHP Billiton Group. The Offer is subject to the approval or non-objection of the Treasurer (who receives advice from FIRB) under Part II of the FATA (see clause 5.1(b)). Approval will not be given to the Offer if the Treasurer, on advice from FIRB, considers that the result of the takeover will be contrary to the national interest. BHP Billiton Lonsdale has lodged an application with FIRB. BHP Billiton Lonsdale is confident that the transaction is consistent with the government's foreign investment policy and expects FIRB approval to be given in due course. (c) ACCC The TPA prohibits acquisitions of shares that have the effect or are likely to have the effect of substantially lessening competition in an Australian market. The Offer is subject to the approval or non-objection of the ACCC (see clause 5.1(e)). BHP Billiton has approached the ACCC seeking informal clearance in relation to the Offer and to provide the ACCC with a detailed submission. BHP Billiton Lonsdale does not expect that the Offer will raise any substantive competition concerns in Australia. (d) European Union merger control The Offer is subject to the approval or non-objection of the European Commission (see clause 5.1(d)). The notification to the European Commission is expected to be submitted on 21 March 2005. BHP Billiton Lonsdale does not expect that the Offer will raise any substantive competition concerns in the European Union. (e) Hart-Scott-Rodino The Offer is subject to the expiry of all waiting periods without regulatory action being taken under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (see clause 5.1(c)). BHP Billiton has filed a formal notification with the Federal Trade Commission and the Antitrust Division of the Department of Justice. BHP Billiton Lonsdale does not expect that the Offer will raise any substantive competition concerns in the United States. (f) Other regulatory action or approvals The Offer is subject to all other necessary regulatory Approvals being obtained (see clause 5.1(f)). BHP Billiton Lonsdale will be making other necessary notifications and filings with other antitrust and competition regulators. BHP Billiton Lonsdale does not expect that the Offer will raise any substantive competition concerns in any relevant jurisdiction. The Offer is also subject to certain regulatory actions not being taken (see clause 5.1(g)). BHP Billiton Lonsdale is not presently aware of any particular regulatory action which has triggered or may trigger the condition in clause 5.1(g), other than orders or decisions which would trigger a breach of the conditions in clauses 5.1(b) to 5.1(f). (g) No material acquisitions, disposals or changes The Offer is subject to there being no material acquisitions, disposals or changes in the conduct of WMC Resources' business (see clause 5.1(j)). Any such acquisitions, disposals or new commitments by WMC Resources or any of its subsidiaries would potentially frustrate the Offer and deny WMC Resources shareholders the opportunity to participate in the benefits accruing to them under the Offer. WMC Resources is in the best position to advise its shareholders whether or not this condition and other conditions regarding changes in the business of WMC Resources (see clauses 5.1(h), 5.1(i) and 5.1(l)) will be satisfied. (h) Non-existence of certain rights The Offer is subject to there being no existing agreements or arrangements under which other parties have a right to terminate or vary a material agreement or arrangement with WMC Resources, or acquire a material asset of WMC Resources, as a result of BHP Billiton Lonsdale's acquisition of WMC Resources Shares (see clause 5.1(k)). WMC Resources is best placed to advise its shareholders whether or not such agreements or arrangements exist and, if such agreements or arrangements do exist, whether the other parties to such agreements or arrangements are likely to waive or vary their rights. (i) Stock market decline The Offer is subject to the S&P/ASX 200 Index not falling below 3,500 on any trading day during the period from and including the Announcement Date to the end of the Offer Period (see clause 5.1(m)). On the day before the date of this Bidder's Statement, the S&P/ASX 200 Index closed at 4,249.1. The lowest level at which the S&P/ASX 200 Index has closed in the last 12 months has been 3,345.5 on 17 May 2004. 20.2 Xstrata Offer Under the Xstrata Offer, Xstrata has offered to acquire from WMC Resources shareholders their WMC Resources Shares for A$7.00 per share (adjusted for WMC Resources' 2004 final dividend of 20 cents per WMC Resources Share). The Xstrata Offer is scheduled to close at 7:00 pm Sydney time on 24 March 2005, unless extended or withdrawn before then. On 8 March 2005, Xstrata plc made the following announcement to the London Stock Exchange: 'Xstrata plc notes today's announcement by BHP Billiton of an agreed cash offer of AUD7.85 per share for all of the issued share capital of WMC Resources Ltd. In the light of this announcement, Xstrata confirms that it will not be increasing its unconditional offer of AUD7.00 per share due to close on 24 March 2005.' 20.3 Xstrata Offer withdrawal rights Under the terms of the Xstrata Offer, WMC Resources shareholders who accepted the Xstrata Offer were entitled to withdraw their acceptances. However, the withdrawal rights under the Xstrata Offer terminated on 17 March 2005. Accordingly, persons who accepted the Xstrata Offer are no longer entitled to withdraw their acceptances under that offer. 20.4 Deed of Undertaking BHP Billiton has entered into a Deed of Undertaking with WMC Resources dated 8 March 2005. â€¢ BHP Billiton Bid Under the Deed, BHP Billiton agreed to make, or procure that a wholly-owned subsidiary makes, a takeover bid to WMC Resources shareholders on certain agreed terms (the Bid). The consideration BHP Billiton is required to offer WMC Resources shareholders is A$7.85 per WMC Resources Share in cash. The Deed sets out the conditions of the Bid, being those set out in clause 5 of this Bidder's Statement. â€¢ Break fee Under the Deed, WMC Resources undertakes to pay BHP Billiton A$92 million (plus any GST) if: (a) the following occur: (i) before the end of the offer period under the Bid, a Competing Proposal is announced or open for acceptance; and (ii) a person acquires an interest in all or a substantial part of the assets of WMC Resources or a relevant interest in more than 50 per cent of the voting shares of WMC Resources under that Competing Proposal, or WMC Resources enters into an agreement to operate under a dual listed company, or similar, structure; and (iii)in the case of a Competing Proposal that is a takeover bid made under Chapter 6 of the Corporations Act, the Competing Proposal becomes free from any defeating conditions either before or after the end of the offer period under the Competing Proposal; or (b) any WMC Resources director does not recommend the Bid or withdraws or adversely modifies an earlier recommendation or recommends a Competing Proposal (or announces to do any of the foregoing); (c) WMC Resources or any of its directors does (or omits to do) anything (whether or not it may be permitted by the terms of the Deed) which results in any of the conditions of the Bid being breached and BHP Billiton does not declare the Bid free of the breached condition (which BHP Billiton is under no obligation to do); or. (d) WMC Resources breaches the no solicitation obligations under the Deed (see below). A Competing Proposal is any proposal (including a scheme of arrangement) or offer (not including the Xstrata Offer but including any increase by Xstrata of the consideration offered under the Xstrata Offer other than the increase announced on 2 February 2005) that would if completed substantially in accordance with its terms, result in: (a) any person other than BHP Billiton acquiring: (i) an interest in all or a substantial part of the assets of WMC Resources, including an interest in the Olympic Dam operation, WMC Resources' Nickel operation or the Corridor Sands mineral sands project; or (ii) a relevant interest in more than 50 per cent of the voting shares of WMC Resources; or (b) WMC Resources and another person operating under a dual listed company, or similar, structure. If BHP Billiton does not acquire beneficial ownership of 50.1 per cent or more of WMC Resources Shares and accepts a Competing Proposal in respect of any WMC Resources Shares acquired after the date of the Deed or otherwise disposes of any such WMC Resources Shares, then any profit for BHP Billiton on such disposal (net of tax payable by BHP Billiton) may be offset against the break fee amount payable to BHP Billiton. â€¢ Bid conditions Under the Deed, WMC Resources has agreed not to do (or omit to do) anything which will, or is likely to, result in any of the conditions of the Bid being breached. Nothing in this obligation prevents WMC Resources or the WMC Resources Board from taking, or failing to take, action where to do otherwise would, in the reasonable opinion of the WMC Resources Board, constitute a breach of the duties of the directors of WMC Resources. BHP Billiton has agreed to use its best endeavours to ensure satisfaction of the regulatory approval conditions of the Bid. No solicitation Under the Deed, WMC Resources has agreed, for a period of 90 days after the date of the Deed, that it must not and must ensure that its employees, officers and to the extent that it is reasonably able to influence them) its associates, do not and WMC Resources must not require or request any adviser or agent to: (a) directly or indirectly solicit, initiate or encourage any inquiries, proposals or discussions regarding any Competing Proposal (whether from a person with whom WMC Resources has previously been in discussions or not); (b) directly or indirectly participate in any discussions or negotiations regarding a Competing Proposal; (c) accept or enter into, or offer to accept or enter into, any agreement, arrangement or understanding regarding a Competing Proposal; (d) approve or recommend a Competing Proposal or announce an intention to do so; or (e) disclose any information about the businesses or affairs of WMC Resources to a third party (other than a government agency) other than in the ordinary course of business or as required under WMC Resources' existing contractual obligations which have been disclosed by WMC Resources to BHP Billiton and cannot be terminated by WMC Resources. Provided sub-paragraph (a) above is complied with, nothing in sub-paragraphs (b) - (e) above prevents any action by WMC Resources or its directors to respond to any approach by a third party if failure to do so would, in the reasonable opinion of the WMC Resources Board, involve a breach of the duties of the directors of WMC Resources. Under the Deed, WMC Resources has agreed to cease any existing discussions or negotiations relating to any Competing Proposal or any transaction that may reduce the likelihood of the success of the Bid. Nothing in this obligation prevents WMC Resources or the WMC Resources Board from taking or failing to take action where to do so would, in the reasonable opinion of the WMC Resources board, constitute a breach of the duties of the directors of WMC Resources. For a period of 90 days after the date of the Deed, WMC Resources has also agreed to immediately notify BHP Billiton of any approach or attempt to initiate discussions or negotiations regarding a Competing Proposal. To the extent it is entitled to do so, WMC Resources has agreed to immediately require the return of all confidential information provided to third parties (other than BHP Billiton) as part of its past solicitation of Competing Proposals. These obligations cease where BHP Billiton (or a subsidiary of BHP Billiton) fails to make the Bid, BHP Billiton (or a subsidiary of BHP Billiton) withdraws the Bid after the Bid is made, or the Bid closes. 20.5 Due diligence For the purpose of confirming its assessment of whether or not to offer to acquire all of the WMC Resources Shares, BHP Billiton was given access by WMC Resources to certain information concerning the WMC Resources Group which has not been disclosed generally to WMC Resources shareholders. None of the information to which BHP Billiton was given access was, in the opinion of BHP Billiton Lonsdale: (a) of such a nature and quality that, if the information was generally available, a reasonable person would expect it to have a material effect on the price or value of WMC Resources Shares; or (b) otherwise material to a decision by a WMC Resources shareholder whether or not to accept the Offer. 20.6 Recent changes to WMC Resources' financial position So far as is known to BHP Billiton Lonsdale, the financial position of WMC Resources has not materially changed since 31 December 2004 (being the date of the full year financial results filed by WMC Resources with ASX for public announcement and released on 9 February 2005). BHP Billiton Lonsdale understands that WMC Resources will shortly be releasing its Annual Report (including its audited financial statements) for the year ended 31 December 2004. 20.7 Material information Except as set out in this Bidder's Statement, there is no information material to the making of a decision by an offeree whether or not to accept the Offer, being information that is known to BHP Billiton Lonsdale and has not previously been disclosed to the holders of WMC Resources Shares, other than as follows: (a) On 8 March 2005, WMC Resources announced to ASX that the Board of Directors of WMC Resources unanimously recommended that WMC Resources shareholders accept the A$7.85 per share offer from BHP Billiton, in the absence of a superior proposal, and that WMC Resources Directors indicated that they will be accepting the offer for their own holdings of WMC Resources Shares in the absence of a superior proposal. (b) On 8 March 2005, Xstrata plc announced that, in the light of the announcement by BHP Billiton of an agreed cash offer of A$7.85, Xstrata will not be increasing its unconditional offer of A$7.00 per share due to close on 24 March 2005. (c) On 11 March 2005, WMC Resources issued its third supplementary target's statement in response to the Xstrata Offer. In this document, the WMC Resources Board unanimously recommended that WMC Resources shareholders reject the Xstrata Offer of A$7.00 per WMC Resources Share. Specifically, it stated that: 'In light of the announcement of the BHP Billiton Offer, the WMC Board unanimously recommends that Shareholders rejectthe Xstrata Offer of $7.00 per Share. Following the announcement of the BHP Billiton Offer, Xstrata has confirmed that it will not further increase its Offer Price. Xstrata's Offer Price of $7.00 per Share is therefore final. The Xstrata Offer is currently due to close at 7.00pm Sydney time) on 24 March 2005 (although that date may be extended by Xstrata). The Xstrata Offer is currently unconditional. This means that any Shareholder accepting the Xstrata Offer before it closes will receive the consideration payable by Xstrata within five business days of acceptance. Nevertheless, your Directors consider the BHP Billiton Offer to be clearly superior to the Xstrata Offer and recommend that Shareholders accept the BHP Billiton Offer when it is formally made. However, Shareholders will not be paid under the BHP Billiton Offer until all of the conditions of that offer are satisfied or waived by BHP Billiton. Shareholders should also be aware in this context that the current market price for WMC Shares is significantly higher than the consideration offered under the Xstrata Offer. The closing price of WMC Shares on ASX on 10 March 2005 was 8.02. Even after deducting brokerage costs (there are no brokerage costs applicable to an acceptance of the Xstrata Offer), a Shareholder who wished to secure a more immediate return for their WMC Shares would receive more selling their shares on-market than accepting the Xstrata Offer, under current conditions. A Shareholder selling their WMC Shares on ASX would also receive the proceeds of sale three business days after entering into the sale, which is sooner than the payment terms of the Xstrata Offer.' 20.8 Information for US holders The Offer described in this Bidder's Statement is made for the shares of an Australian registered company. It is important that US holders understand that the Offer is subject to disclosure requirements in Australia that are quite different from those of the United States. You should be aware that Deutsche Bank AG and its affiliates (collectively 'Deutsche Bank') and BHP Billiton Lonsdale each may purchase securities otherwise than under the Offer, such as in open market purchases, to the extent permitted under applicable Australian and other laws, including applicable exemptions from Rule 14e-5 under the US Securities Exchange Act of 1934, as amended. At the current time, BHP Billiton Lonsdale has no intention of engaging in such open market purchases at any time that the market price for WMC Resources Shares is above the Offer price. If the market price becomes lower than the Offer price, BHP Billiton Lonsdale will determine at that time whether to make open market purchases of WMC Resources Shares. Any such purchases by BHP Billiton Lonsdale will be disclosed to ASX in substantial holder notices which BHP Billiton Lonsdale is required to lodge pursuant to Part 6C.1 of the Corporations Act. Any required disclosures will also be made in submissions furnished to the US Securities and Exchange Commission. These submissions will be available from the US Securities and Exchange Commission's website at www.sec.gov. Deutsche Bank intends to continue to trade in WMC Resources securities and derivatives in various capacities such as in a fiduciary capacity and as a broker-dealer in both an agency capacity and a principal capacity. The Deutsche Bank trading in a principal capacity may be in order to facilitate customer orders, to trade with customers, to hedge its exposures and to conduct index arbitrage activities. This may result in Deutsche Bank buying or selling WMC Resources securities and derivatives and acquiring long or short positions in WMC Resources securities or derivatives. Deutsche Bank will continue to make disclosures to ASX in substantial holder notices which Deutsche Bank is required to lodge pursuant to Part 6C.1 of the Corporations Act. Any required disclosures will also be made in submissions furnished to the US Securities and Exchange Commission. These submissions will be available from the US Securities and Exchange Commission's website at www.sec.gov. The Bidder's Statement will be furnished to the US Securities and Exchange Commission but will not be reviewed by it. This Bidder's Statement will not be filed with or reviewed by any other state securities commission or US regulatory authority and none of the foregoing authorities have passed upon or endorse the merits of the Offer or the accuracy, adequacy or completeness of the Bidder's Statement. Any representation to the contrary is a criminal offence in the United States. It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of US securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. 20.9 Information for ADR holders Since December 2002, WMC Resources Shares have traded in the United States on the New York Stock Exchange under the trading symbol 'WMC' in the form of American Depositary Shares (ADSs) evidenced by ADRs. ADRs are issued pursuant to the ADR Depositary Agreement with The Bank of New York acting as depositary. The custodians for the ADSs are National Australia Bank Limited and Australia and New Zealand Banking Group Limited. Each ADR represents an entitlement to receive four WMC Resources Shares from the depositary entity through one of the abovementioned custodians. Interests in the ADSs (and, therefore, the deposited WMC Resources Shares) are transferable on the books of the Depositary. If you own ADSs, you may accept this Offer only in respect of the WMC Resources Shares underlying your ADSs. Further, you may accept this Offer only in respect of all the underlying shares represented by your ADSs. Accordingly, ADS holders who wish to accept this Offer must, pursuant to the terms of the Depositary Agreement, deliver the ADR certificates that represent their ADSs to The Bank of New York, withdraw the WMC Resources Shares represented by such ADSs, pay the appropriate fee to The Bank of New York and then follow the procedure set out in clause 3. ADS holders who surrender their ADRs and withdraw the WMC Resources Shares represented by their ADSs for the purposes of accepting the Offer may incur certain fees and expenses stipulated in the Depositary Agreement. Accordingly, if you wish to accept this Offer, you should contact your stockbroker, financial adviser or The Bank of New York for more detailed information regarding the relevant fees and charges involved. You should be aware that, according to the Depositary Agreement, in certain instances, non-payment of such applicable fees may cause the Depositary to delay or refuse to execute certain transactions on behalf of the ADRs' holder. Such delay could affect your ability to accept this Offer before the close of the Offer Period. For more complete information regarding withdrawing underlying WMC Resources Shares, ADR holders should read and review: (a) the entire ADR Depositary Agreement, as may be amended from time to time; and (b) the WMC Resources ADSs, both of which are exhibits to WMC Resources' registration statement filed with the US Securities and Exchange Commission on Form F-6 on 2 December 2002 (Registration Statement No 333-101603). These materials are available from the US Securities and Exchange Commission's website at www.sec.gov. 20.10Employee Share Schemes WMC Resources operates a number of Employee Share Schemes involving the provision of WMC Resources Shares, or options to subscribe for WMC Resources Shares, or equivalent cash benefits, to employees. The Offer extends to all WMC Resources Shares issued during the period from the Register Date to the end of the Offer Period on conversion of, or exercise of rights attached to, WMC Resources Options on issue at the Register Date. The following information is based on disclosures contained in WMC Resources' target's statement dated 4 January 2005 in response to the Xstrata Offer and other publicly available information. Accordingly, BHP Billiton Lonsdale does not, subject to the Corporations Act, make any representational warranty, express or implied, as to the accuracy or completeness of such information. Further information on WMC Resources' Employee Share Schemes may be found in WMC Resources' target's statement in response to the Xstrata Offer. WMC Resources is in the best position to advise participants in its Employee Share Schemes whether they will be able to accept the Offer in respect of WMC Resources Shares which are subject to the Employee Share Scheme or whether they will be able to exercise their WMC Resources Options. BHP Billiton Lonsdale expects that WMC Resources will provide holders with additional information in relation to these matters in its target's statement in response to the Offer. (a) WMC Resources Employee Share Schemes WMC Resources operates three Employee Share Schemes, being the Staff Share Plan (SSP), the Performance Share Plan (PSP) and the Executive Share Plan (ESP). WMC Resources Shares acquired by employees under each of these Employee Share Schemes are subject to disposal restrictions. In the case of the SSP, WMC Resources Shares acquired under the SSP may not be disposed of for 3 years from the date of acquisition, except upon cessation of employment. In the case of each of the PSP and the ESP, WMC Resources Shares acquired by employees under those Employee Share Schemes may not be dealt with for 10 years from the date of acquisition except upon: â€¢ cessation of employment with WMC Resources; â€¢ the WMC Resources Board determining that the relevant disposal restrictions ceases to apply which determination may only be made if a takeover bid or scheme of arrangement is made or undertaken in respect of WMC Resources; or â€¢ the WMC Resources Board consenting to the sale, transfer or disposal of WMC Resources Shares by the relevant holder. (In respect of the WMC Resources Shares acquired by employees under the ESP, the WMC Resources Board must not give its consent if, after the sale, transfer or disposal the relevant participant would hold less WMC Resources Shares than the amount calculated in respect of a particular formula.) So far as is known to BHP Billiton Lonsdale, the WMC Resources Board has not exercised its discretion to lift any of the above restrictions. (b) WMC Resources Option Plans WMC Resources has previously issued WMC Resources Options under the WMC Resources Option Plans to WMC Resources Group employees. According to WMC Resources' target's statement in response to the Xstrata Offer all such WMC Resources Options are currently exercisable, and will remain exercisable subject to the normal lapse of those WMC Resources Options under the terms of the respective WMC Resources Option Plans. Clause 17.2 sets out BHP Billiton Lonsdale's intentions regarding acquisition or cancellation of outstanding WMC Resources Options. (c) WMC Resources Stock Appreciation Plans WMC Resources has previously granted various rights under Stock Appreciation Plans (SAPs) for the benefit of WMC Resources Group employees. Under each SAP eligible employees who applied received rights which entitled them, on redemption, to a cash payment from WMC Resources calculated by reference to the difference between the WMC Resources Share price on ASX when the SAP rights were granted (as adjusted subsequently in accordance with the terms of the SAPs) and the prevailing price of WMC Resources Shares on ASX at the time of redemption assuming the latter amount is higher). According to WMC Resources' target's statement in response to the Xstrata Offer, as at 22 December 2004 there were 85,300 SAP rights in existence, all of which are currently redeemable by the holders, and will remain redeemable, subject to the normal lapse of those SAP rights under the terms of the respective SAPs. WMC Resources is also currently entitled to redeem those SAP rights on behalf of holders at anytime in the 6 month period after Xstrata's bidder's statement was given to WMC Resources (i.e. until 30 May 2005). 20.11Approvals for payment of consideration BHP Billiton Lonsdale is not aware of any WMC Resources shareholder who requires any approval referred to in clause 6.7 in order to be entitled to receive any consideration under the Offer. So far as BHP Billiton Lonsdale is aware, unless the Reserve Bank of Australia has given specific approval under the Banking (Foreign Exchange) Regulations 1959 (Cth), payments or transfers to or for the order of prescribed governments (and their statutory authorities, agencies and entities) and, in certain cases, nationals of prescribed countries are subject to certain limited exceptions, restrictions or prohibitions. Based on BHP Billiton Lonsdale's searches, the prescribed governments, countries and entities are as follows: (a) supporters of the former government of the Federal Republic of Yugoslavia; and (b) ministers and senior officials of the Government of Zimbabwe. The places to which and person to whom the Charter of the United Nations Terrorism and Dealing with Assets) Regulations 2002 (Cth) currently apply include the Taliban, Usama bin Laden (also known as Osama bin Laden), a member of the Al-Qaida organisation (also known as the Al-Qaeda organisation), and any person named on the list maintained pursuant to paragraph 2 of Resolution 1390 of the Security Council of the United Nations. The places to which and persons to whom the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001 (Cth) currently apply include a bin Laden Entity and a Taliban Entity (as those terms are defined in those regulations). The Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth) apply in respect of members of the previous government of Iraq, its senior officials and their immediate families. 20.12Consents This Bidder's Statement contains statements made by, or statements said to be based on statements made by, BHP Billiton Limited, BHP Billiton Plc and Deutsche Bank AG. Each of BHP Billiton Limited, BHP Billiton Plc and Deutsche Bank AG has consented to the inclusion of such statements in the form and context in which they appear and has not withdrawn that consent as at the date of this Bidder's Statement. This Bidder's Statement includes or is accompanied by statements which are made in, or based on, statements made in documents lodged with ASIC or on the company announcement platform of ASX. Under the terms of the ASIC class order 01/1543, the parties making those statements are not required to consent to, and have not consented to, the inclusion of those statements in this Bidder's Statement. If you would like to receive a copy of any of these documents please contact the BHP Billiton Offer information line on 1300 365 849 (within Australia) or + 61 3 9415 4254 (from outside Australia) and you will be sent copies free of charge. For US callers, contact MacKenzie Partners, Inc. at (212) 929 5500 (call collect) or (800) 322 2885 (toll free) or by email at proxy@mackenziepartners.com. 21. 21. MODIFICATIONS TO CORPORATIONS ACT BHP Billiton Lonsdale has not obtained from ASIC any modifications to, or exemptions from, the Corporations Act in relation to the Offers. However, ASIC has published various instruments providing for modifications and exemptions that apply generally to all persons, including BHP Billiton Lonsdale. PART G - DEFINITIONS AND INTERPRETATION 22. DEFINITIONS The following definitions apply in interpreting this Bidder's Statement and the Acceptance Form, except where the context makes it clear that a definition is not intended to apply: Acceptance Form means the form with that title that accompanies this Bidder's Statement. ADR has the meaning given in clause 19.1. ACCC means the Australian Competition and Consumer Commission, Announcement Date means 8 March 2005. Approval means a licence, authority, consent, approval, order, exemption, waiver, relief, ruling or decision. ASIC means the Australian Securities and Investments Commission. ASTC means ASX Settlement and Transfer Corporation Pty Ltd ABN 49 008 504 532. ASX means Australian Stock Exchange Limited. BHP Billiton means BHP Billiton Limited ABN 49 004 028 077 and BHP Billiton Plc (registered in England and Wales). BHP Billiton Group means BHP Billiton Limited and BHP Billiton Plc and their respective controlled entities and any entities controlled by them jointly. BHP Billiton Lonsdale means BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972. Bidder's Statement means this bidder's statement, being the statement made by BHP Billiton Lonsdale under Part 6.5 Division 2 of the Corporations Act relating to the Offers. Business Day means a day on which banks are open for general banking business in Melbourne (not being a Saturday, Sunday or public holiday in that place). CHESS stands for the Clearing House Electronic Subregister System and has the meaning set out in the ASTC Settlement Rules. CHESS Holding means a holding of shares on the CHESS Subregister of WMC Resources. CHESS Subregister has the meaning set out in the ASTC Settlement Rules. Controlling Participant means in relation to WMC Resources Shares in a CHESS Holding, the Participant with whom the holder has a sponsorship agreement as defined in the ASTC Settlement Rules (usually, your broker). Corporations Act means the Corporations Act 2001 (Cth). Defeating Condition means each condition set out in clause 5.1. Demerger means the demerger of WMC Limited (ABN 85 004 820 419) that occurred in 2002 resulting in two independent entities, Alumina Limited (ABN 85 004 820 419) (formerly called WMC Limited) and WMC Resources Ltd, being separately listed on ASX, as implemented in the manner described in the Scheme Booklet. Employee Share Scheme means a scheme under which shares (or units in shares) in WMC Resources may be acquired by, or for the benefit of, employees of WMC Resources (or of a related body corporate) or directors of WMC Resources (or of a related body corporate), including the WMC Resources Option Plans. Encumbrance means: (a) a mortgage, charge, pledge, lien, hypothecation or a title retention arrangement; (b) a notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision 260-A in schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation; (c) any other interest in or right over property (including a right to set off or withhold payment of a deposit or other money); (d) any other thing that prevents, restricts or delays the exercise of a right over property, the use of property or the registration of an interest in or dealing with property; and (e) an agreement to create anything referred to above or to allow any of them to exist. FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth) (as amended). FIRB means the Foreign Investment Review Board. foreign law means a law of a jurisdiction other than an Australian jurisdiction. Grant Samuel means Grant Samuel & Associates Pty Ltd. GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth). Issuer Sponsored Holding has the meaning set out in the ASTC Settlement Rules. Offer or BHP Billiton Offer means the offer as set out in Part C of this Bidder's Statement (or, if the context so requires, Part C of this Bidder's Statement itself) and includes a reference to that offer as varied in accordance with the Corporations Act. Offer Period means the period referred to in clause 2 of this Bidder's Statement. Offers means Part C of this Bidder's Statement and the other offers made in the same terms for WMC Resources Shares and includes a reference to those offers as varied in accordance with the Corporations Act. Participant has the meaning set out in the ASTC Settlement Rules. Public Authority means any government or any governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency, whether in Australia or elsewhere, including the ACCC (but excluding the Takeovers Panel, ASIC and any court in respect of proceedings under section 657G or proceedings commenced by a person specified in section 659B(1) of the Corporations Act in relation to the Offer). It also includes any self-regulatory organisation established under statute or any stock exchange. Register Date means 7:00 pm Melbourne time on 21 March 2005, being the date set by BHP Billiton Lonsdale under section 633(2) of the Corporations Act. Rights means all accretions and rights attaching to WMC Resources Shares after the Announcement Date (including all rights to receive dividends and other distributions declared or paid and to receive or subscribe for shares, notes or options issued by WMC Resources). For the avoidance of doubt, this does not include WMC Resources' 2004 final dividend of 20 cents per share paid on 11 March 2005. S&P/ASX 200 Index means that index of that name published by Standard & Poor's (or any successor of or replacement for that index). Scheme Booklet means the scheme booklet for the schemes of arrangement between WMC Resources Parent and its shareholders and optionholders in relation to the demerger of WMC Resources Parent dated 28 October 2002. Takeover Transferee Holding has the meaning set out in the ASTC Settlement Rules. TPA means the Trade Practices Act 1974 (Cth). Treasurer means the Treasurer of the Commonwealth of Australia. WMC Resources means WMC Resources Ltd ABN 76 004 184 598. WMC Resources Group means WMC Resources and its subsidiaries. WMC Resources Options means options to subscribe for WMC Resources Shares. WMC Resources Option Plan means: (a) the 'WMC Resources Option Plan', the terms and conditions of which are set out in the Scheme of Arrangement under Part 5.1 of the Corporations Act between WMC Resources Parent (as WMC Limited) and holders of options to subscribe for ordinary shares in that company implemented on 11 December 2002; and (b) the 'WMC Resources 2002 Option Plan', promulgated by WMC Resources in December 2002. WMC Resources Parent means WMC Limited ABN 85 004 820 419 (now called Alumina Limited) which before the Demerger was the holding company of WMC Resources. WMC Resources Parent Shares means fully paid ordinary shares in WMC Resources Parent. WMC Resources Shares means fully paid ordinary shares in WMC Resources. Xstrata means Xstrata Capital Holdings Pty Limited ACN 111 756 337, a subsidiary of Xstrata plc. Xstrata Offer means the offer by Xstrata for all of the WMC Resources Shares. your WMC Resources Shares means, subject to clause 7, the WMC Resources Shares: (a) of which you are registered or entitled to be registered as the holder in the register of members of WMC Resources at the Register Date and any new WMC Resources Shares of which you are registered or entitled to be registered as the holder on the register of members of WMC Resources during the Offer Period as a result of the exercise of rights attached to WMC Resources Options; and (b) any other WMC Resources Shares, to which you are able to give good title at the time you accept this Offer. 23. INTERPRETATION (a) Words and phrases which are defined by the Corporations Act have the same meaning in this Bidder's Statement and the Acceptance Form and, if a special meaning is given for the purposes of Chapter 6 or 6A or a provision of Chapter 6 or 6A of the Corporations Act, have that special meaning. (b) Headings are for convenience only, and do not affect interpretation. (c) The following rules also apply in interpreting this Bidder's Statement and the Acceptance Form, except where the context makes it clear that a rule is not intended to apply: (i) a singular word includes the plural, and vice versa; (ii) a word which suggests one gender includes the other genders; (iii)if a word is defined, another part of speech has a corresponding meaning; (iv) unless otherwise stated references in this Bidder's Statement to Parts, clauses, paragraphs and sub-paragraphs are to Parts, clauses, paragraphs and sub-paragraphs of this Bidder's Statement; (v) a reference to a person includes a body corporate; (vi) a reference to A$ or $ is to the lawful currency in Australia and a reference to US$ is to the lawful currency in the United States of America; and (vii)appendices to this Bidder's Statement form part of it. DATED 21 March 2005 SIGNED on behalf of BHP Billiton Lonsdale Investments Pty Ltd by Charles W Goodyear and Christopher J Lynch being two directors of BHP Billiton Lonsdale Investments Pty Ltd who are authorised to sign by a resolution unanimously passed at a meeting of the directors of BHP Billiton Lonsdale Investments Pty Ltd. --------------------------------- Director --------------------------------- Director BHP Billiton Lonsdale Investments Pty Ltd (BHP Billiton Lonsdale) ABN 75 004 346 972 a member of the BHP Billiton Group ACCEPTANCE FORM THIS IS AN IMPORTANT DOCUMENT. IF YOU ARE IN DOUBT AS TO HOW TO COMPLETE THIS FORM, PLEASE CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. Consideration payable to you Number of shares as at 21 March 2005 +----------------------------+ +----------------------------+ + + + + +----------------------------+ +----------------------------+ If your holding has changed between the date above and the time of acceptance, then the number of shares for holding and entitlement purposes will be all WMC Resources Shares registered in your name as at the date your acceptance is processed If your details are incorrect, please amend them and initial the amendment. OFFER BY BHP BILLITON LONSDALE TO ACQUIRE ALL OF YOUR FULLY PAID ORDINARY SHARES IN WMC RESOURCES LTD (WMC Resources) ABN 76 004 184 598 Use this Acceptance Form to accept the BHP Billiton Offer for your WMC Resources Shares on the terms of the Bidder's Statement. You should read the Bidder's Statement which accompanies this Acceptance Form. Capitalised terms used in this Acceptance Form have the same meaning as in the Bidder's Statement unless otherwise defined. By accepting the Offer, you are accepting for ALL of your WMC Resources Shares (even if different to the number of shares stated above). You cannot accept for only part of your WMC Resources Shares. If you need help completing this Acceptance Form, please contact the BHP Billiton Offer information line (see over for details). Note: Your WMC Resources Shares are held in a CHESS holding and you can accept the Offer by signing this form and forwarding it to your Controlling Participant (usually your stockbroker). Sign Here - This section must be signed for your instructions in this Acceptance Form to be executed I/We the person(s) named above, accept the Offer made by BHP Billiton Lonsdale in respect of all my/our WMC Resources Shares and agree to transfer to BHP Billiton Lonsdale all my/our WMC Resources Shares for the consideration specified in the Offer, and on the terms of the Offer as set out in the Bidder's Statement. If the Acceptance Form is signed under power of attorney, the attorney declares that he/she has no notice of revocation of the power of attorney. I/We authorise BHP Billiton Lonsdale to give instructions to my/our Controlling Participant in accordance with the Offer. Individual or Shareholder Joint Shareholder 2 Joint Shareholder 3 Sole Director and Sole Director/Company Director Company Secretary Secretary (delete one) +-----------------------+ +-----------------------+ +-----------------------+ + + + + + + +-----------------------+ +-----------------------+ +-----------------------+ Contact details - please enter the name of the person to contact about this Acceptance Form and their daytime telephone number. / / ------------------------ ------------------------- ---------------------- Contact Name Contact Daytime Telephone Date See back of form for completion guidelines How to complete this form Acceptance of the takeover offer Registration Name(s) Power of Attorney: Your WMC Resources Shares are To sign under power of attorney, currently registered in the name(s) please attach a certified copy printed on this form. Your of the power of attorney to this consideration will be issued in the Acceptance Form when you return name(s) as it appears on the WMC it. Resources register. If you have already sold all your Deceased Estate: WMC Resources Shares shown overleaf, do not keep or return All executors must sign and this form. attach a certified copy of probate, letters of Using the Acceptance Form administration or certificate of To accept this Offer as your WMC grant accompanied where required Resources Shares are held in CHESS by law for the purpose of holdings, complete this form and transfer) by a certificate of forward it to your stockbroker or payment of death or succession CHESS Controlling Participant in duties and (if necessary) a order that they may initiate statement in terms of clause acceptance of the Offer on your 1071B(9)(b)(iii) of the behalf. This Offer is due to close Corporations Act. at 7.30 pm Melbourne time on (**) 2005 unless extended. Companies: Please sign and date the front page This form must be signed of this Acceptance form in by either 2 Directors or a accordance with the following: director and a company secretary. Alternatively, where Joint Shareholders: the company has a sole Director and, pursuant to the Where the holding is in more than Corporations Act, there is no one name all of the Shareholders company secretary, or where the must sign. sole Director is also the sole company secretary that Director may sign alone. This is an important document and requires your immediate attention. If you are in any doubt about how to deal with it, please consult your financial or other professional adviser. CHESS Holders It is the responsibility of the eligible securityholder to allow sufficient time for their stockbroker or CHESS controlling participant to initiate acceptance on their behalf in accordance with ASTC Settlement Rule 14.14. If your holding is CHESS sponsored and you send your Acceptance Form to Computershare Investor Services Pty Limited, it will be forwarded to your stockbroker or CHESS controlling participant on your behalf. Computershare Investor Services Pty Limited will not be responsible for any delays incurred by this process. If you have any questions about the terms of the Offer or how to accept, please call the BHP Billiton Offer information line on 1300 365 849 (for calls made from within Australia) or + 61 3 9415 4254 (for calls made outside Australia). As required by the Corporations Act, calls to these numbers will be recorded. Privacy Statement Personal Information is collected on this form by Computershare and BHP Billiton Lonsdale, for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Computershare, or you would like to correct information that is inaccurate, incorrect or out of date, please contact Computershare . In accordance with the Corporations Act, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting Computershare. You can contact Computershare by E-mail: privacy@computershare.com.au. BHP Billiton Lonsdale Investments Pty Ltd (BHP Billiton Lonsdale) ABN 75 004 346 972 a member of the BHP Billiton Group ACCEPTANCE FORM THIS IS AN IMPORTANT DOCUMENT. IF YOU ARE IN DOUBT AS TO HOW TO COMPLETE THIS FORM, PLEASE CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. Consideration payable to you Number of shares as at 21 March 2005 +----------------------------+ +----------------------------+ + + + + +----------------------------+ +----------------------------+ If your holding has changed between the date above and the time of acceptance, then the number of shares for holding and entitlement purposes will be all WMC Resources Shares registered in your name as at the date your acceptance is processed. If your details are incorrect, please amend them and initial the amendment. OFFER BY BHP BILLITON LONSDALE TO ACQUIRE ALL OF YOUR FULLY PAID ORDINARY SHARES IN WMC RESOURCES LTD (WMC Resources) ABN 76 004 184 598 Use this Acceptance Form to accept the BHP Billiton Offer for your WMC Resources Shares on the terms of the Bidder's Statement. You should read the Bidder's Statement which accompanies this Acceptance Form. Capitalised terms used in this Acceptance Form have the same meaning as in the Bidder's Statement unless otherwise defined. By accepting the Offer, you are accepting for ALL of your WMC Resources Shares (even if different to the number of shares stated above). You cannot accept for only part of your WMC Resources Shares. If you need help completing this Acceptance Form, please contact the BHP Billiton Offer information line (see over for details). Your WMC Resources Shares are held on the issuer sponsored subregister. To accept the Offer you should return the Acceptance Form duly completed to Computershare Investor Services Pty Limited (Computershare) at an address shown overleaf. Sign Here - This section must be signed for your instructions in this Acceptance Form to be executed I/We the person(s) named above, accept the Offer made by BHP Billiton Lonsdale in respect of all my/our WMC Resources Shares and agree to transfer to BHP Billiton Lonsdale all my/our WMC Resources Shares for the consideration specified in the Offer, and on the terms of the Offer as set out in the Bidder's Statement. If the Acceptance Form is signed under power of attorney, the attorney declares that he/she has no notice of revocation of the power of attorney. Individual or Shareholder Joint Shareholder 2 Joint Shareholder 3 +-----------------------+ +-----------------------+ +-----------------------+ + + + + + + +-----------------------+ +-----------------------+ +-----------------------+ Sole Director and Sole Director/Company Director Company Secretary Secretary (delete one) Contact details - please enter the name of the person to contact about this Acceptance Form and their daytime telephone number. / / ------------------------ ------------------------- ---------------------- Contact Name Contact Daytime Telephone Date See back of form for completion guidelines How to complete this form Acceptance of the takeover offer Registration Name(s) Power of Attorney: Your WMC Resources Shares are To sign under power of attorney, currently registered in the name(s) please attach a certified copy printed on this form. Your of the power of attorney to this consideration will be issued in the Acceptance Form when you return name(s) as it appears on the WMC it. Resources register. If you have already sold all your Deceased Estate: WMC Resources Shares shown overleaf, do not keep or return All executors must sign and this form. attach a certified copy of probate, letters of Using the Acceptance Form administration or certificate of grant accompanied (where As your WMC Resources Shares required by law for the purpose are held in an issuer sponsored of transfer) by a certificate of subregister, to accept the payment of death or succession Offer, please sign and date the duties and (if necessary) a front page of this Acceptance statement in terms of clause Form in accordance with the 1071B(9)(b)iii) of the following: Corporations Act. Joint Shareholders: Companies: Where the holding is in more than one This form must be signed by name all of the Shareholders must sign. either 2 directors or a director and a company secretary. Alternatively, where the company has a sole director and, pursuant to the Corporations Act, there is no company secretary, or where the sole director is also the sole company secretary that director may sign alone. How to lodge this form Mail or deliver the completed Acceptance Form and any other documents required by the above instructions to: BY HAND BY MAIL (A return addressed Computershare Investor Services Pty envelope is enclosed) Limited Computershare Investor Services Pty Yarra Falls Limited 452 Johnston Street GPO Box 52 ABBOTSFORD VIC 3067 MELBOURNE VIC 8060 YOUR ACCEPTANCE MUST BE RECEIVED BY NO LATER THAN THE END OF THE OFFER PERIOD, 7.30 PM MELBOURNE TIME ON (**) 2005 UNLESS EXTENDED. If you have any questions about the terms of the Offer or how to accept, please call the BHP Billiton Offer information line on 1300 365 849 (for calls made from within Australia) or + 61 3 9415 4254 (for calls made outside Australia). As required by the Corporations Act, calls to these numbers will be recorded. Privacy Statement Personal Information is collected on this form by Computershare and BHP Billiton Lonsdale, for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Computershare, or you would like to correct information that is inaccurate, incorrect or out of date, please contact Computershare. In accordance with the Corporations Act, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting Computershare. You can contact Computershare by E-mail: privacy@computershare.com.au. (1) The date of the Grant Samuel report is 22 December 2004. The valuation range specified above has not been adjusted for WMC Resources' 2004 final dividend of 20 cents per WMC Resources Share. This information is provided by RNS The company news service from the London Stock Exchange

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